Exhibit 10.37


 


AMENDMENT
NO. 4 TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT


 


This AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”)
is made and entered into as of June 14, 2004 by and among CASELLA WASTE SYSTEMS, INC., a Delaware
corporation (the “Parent”), and each of its Subsidiaries listed on Schedule
1 to the Credit Agreement referred to below (other than the Excluded
Subsidiaries) (the Parent and such Subsidiaries herein collectively referred to
as the “Borrowers”), FLEET NATIONAL
BANK (“Fleet”) and the other financial institutions party to
the Credit Agreement executing this Amendment (as defined below), and Fleet as
administrative agent for itself and the other Lenders (in such
capacity, the “Administrative Agent”). Capitalized terms used
herein without definition shall have the respective meanings provided therefor
in the Credit Agreement.


 


WHEREAS, the Borrowers, the Administrative Agent and the financial institutions
referred to therein as Lenders (the “Lenders”), are parties to a Second
Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
January 24, 2003, as amended by an Amendment No. 1 and Release to Second
Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
April 30, 2003, an Amendment No. 2 to Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of August 26, 2003, and an Amendment
No. 3 and Consent to Certain Acquisitions to Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of November 21, 2003 (as
otherwise amended and restated and in effect from time to time, the “Credit
Agreement”), pursuant to which the Lenders have extended credit to the
Borrowers on the terms set forth therein;


 


WHEREAS, the Borrowers
have requested that the Administrative Agent and the Required Lenders amend the
Credit Agreement as provided more fully herein below;


 


NOW,
THEREFORE, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


§1.          Amendments
to Credit Agreement. The Credit Agreement is hereby amended as
follows:


 


§1.1        Amendments
to Section 1.1.


 


(a) The definition of “Consolidated Adjusted Net Income” in Section 1.1
is hereby amended in its entirety to read as follows:


“Consolidated Adjusted Net Income.  For any period, the Consolidated Net Income
(or Loss) of the Parent and its Subsidiaries determined in accordance with
GAAP, plus, to the extent deducted and without duplication, (a)
adjustments for non-cash write-offs attributable to the use of a fair value
methodology for recognition and measurement of impairment of goodwill not
identified with impaired assets in accordance with Financial Accounting
Standards Board Statement No. 142 up to an aggregate amount of $62,825,000, (b)
charges incurred by the Borrowers in connection with the early termination of
interest rate hedging contracts up to an aggregate amount of $4,000,000, (c)
adjustments for non-cash, non-recurring charges related to losses from asset
impairment charges or resulting from sales of the Specified Entities or their
assets up to an aggregate amount of $15,000,000, and cash charges related to losses
from such asset impairment charges or sales up to $1,000,000, (d) the
non-recurring, non-cash write-off of debt issuance expenses related to the
refinancing of 

















 


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-


 


Indebtedness under the Existing Credit
Agreement, such write-off not to exceed $4,000,000, (e) non-cash charges
relating to asset write-offs up to an aggregate of $1,200,000 and (f) charges
incurred by the Borrowers in connection with unsuccessful landfill developments
up to an aggregate of $3,000,000.”


 


(b) The definition of “Generally Accepted Accounting
Principles or GAAP” in Section 1.1. is hereby amended in its entirety to read
as following


“Generally  Accepted  Accounting
Principles  or  GAAP. 
When used in general, Generally Accepted Accounting Principles means
principles that are consistent with the principles promulgated or adopted by
the Financial Accounting Standards Board and its predecessors, in effect for
the fiscal year ended on the April 30, 2004, as shall be concurred in by independent
certified public accountants of recognized standing whose report expresses an
unqualified opinion (other than a qualification regarding changes in Generally
Accepted Accounting Principles) as to financial statements in which such
principles have been applied; and when used with reference to the Borrowers,
such principles shall include (to the extent consistent with such principles)
the accounting practices reflected in the consolidated financial statements for
the year ended on the April 30, 2004.”


 


(c) Schedule 3 (EBITDA),
referred to in the definition of Consolidated  EBITDA in Section
1.1. of the Credit Agreement is updated by the Schedule 3 (EBITDA) as attached
hereto.


 


                2.  Amendment
Fee.  The Borrowers shall
pay to the Administrative Agent for the account of each Lender and its Lender
Affiliates party to the Credit Agreement (collectively, the “Financial
Institutions”) which has executed a counterpart signature page to this
Amendment, a work fee (“the Amendment Fee”) in the aggregate amount equal
to 0.125% on their Commitment or Term Loan.


 


                3.  Conditions to Effectiveness.  This
Amendment shall become effective when (a) the Administrative Agent shall have
received a counterpart signature page to this Amendment duly executed and
delivered by each of the Borrowers and the Required Lenders and (b)  and the payment of the Amendment Fee.


 


                4.  Representations and Warranties.  Each of the Borrowers represents and warrants to the Lenders and the
Administrative Agent as follows:


 


(a)           The execution, delivery and
performance of each of this Amendment and the performance by the Borrowers of
their obligations and agreements under this Amendment and the Credit Agreement
as amended hereby and thereby are within the corporate or equivalent company
power and authority of such Borrower and have been or will be authorized by
proper corporate or equivalent company proceedings, and do not (i) require any
consent or approval of the equity holders of such Borrower which has not been
obtained, (ii) contravene any provision of the constituent documents of such
Borrower or any law, rule or regulation applicable to such Borrower, or (iii)
contravene any provision of, or constitute an event of default or event which,
but for the requirement that time elapse or notice be given, or both, would
constitute an event of default under, any other material agreement, instrument
or undertaking binding on such Borrower.


 


(b)           This
Amendment and all of the terms and provisions hereof and thereof are the legal,
valid and binding obligations of such Borrower enforceable in accordance with
their respective terms except as limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of
creditors’ rights generally, and except as the remedy of 

















 


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3
-


 


specific performance or of injunctive relief is
subject to the discretion of the court before which any proceeding therefor may
be brought.


 


(c)           The
execution, delivery and performance of this Amendment does not require any
approval or consent of, or filing or registration with, any governmental or
other agency or authority, or any other party.


(d)           The
representations and warranties contained in Section 6 of the Credit Agreement
are true and correct in all material respects as of the date hereof as though
made on and as of the date hereof (except to the extent of
changes resulting from transactions contemplated or permitted by the Credit
Agreement as amended by this Amendment and changes occurring in the ordinary
course of business which singly or in the aggregate are not materially adverse,
and to the extent that such representations and warranties relate expressly to
an earlier date).


 


(e)           After giving effect to this Amendment, no Default or Event
of Default under the Credit Agreement will occur or be continuing.


 


                5.  Ratification, etc.  Except as expressly amended
hereby, the Credit Agreement, the other Loan Documents and all documents,
instruments and agreements related thereto are hereby ratified and confirmed in
all respects and shall continue in full force and effect. This Amendment and
the Credit Agreement shall hereafter be read and construed together as a single
document, and all references in the Credit Agreement or any related agreement
or instrument to the Credit Agreement shall hereafter refer to the Credit
Agreement as amended by this Amendment.


 


                6.
No Implied Waiver.  Except as expressly set forth in this Amendment, this Amendment shall not,
by implication or otherwise, limit, impair, constitute a waiver of or otherwise
affect any rights or remedies of the Administrative Agent or the Lenders under
the Credit Agreement or the other Loan Documents, nor alter, modify, amend or
in any way affect any of the terms, obligations or covenants contained in the
Credit Agreement or the Loan Documents, all of which shall continue in full
force and effect.  Nothing in this
Amendment shall be construed to imply any willingness on the part of the
Administrative Agent or the Lenders to grant any similar or future consent or
waiver of any of the terms and conditions of the Credit Agreement or the other
Loan Documents.


 


7.  Counterparts;
Governing Law.  This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of such when so
executed and delivered shall be an original, but all of such counterparts shall
together constitute but one and the same agreement.  THIS CONSENT SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED
AS AN INSTRUMENT UNDER SEAL IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS, WITHOUT REFERENCE TO CONFLICTS OF LAW. This Amendment, to the
extent signed and delivered by means of a facsimile machine or other electronic
transmission in which the actual signature is evident, shall be treated in all
manner and respects as an original agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original
signed version thereof delivered in person. At the request of any party hereto,
each other party hereto or thereto shall re-execute original forms hereof and
deliver them to all other parties.  No
party hereto shall raise the use of a facsimile machine or other electronic
transmission in which the actual signature is evident to deliver a signature or
the fact that any signature or agreement or instrument was transmitted or
communicated through the use of a facsimile machine or other electronic
transmission in which the actual signature is evident as a defense to the
formation of a contract and each party forever waives such defense.

















 


 


IN WITNESS WHEREOF, each of the undersigned have duly executed this Amendment under seal as
of the date first set forth above.


 


	
   

  	
  FLEET NATIONAL BANK

  
	
   

  	
  individually and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Maria
  F. Meia

  
	
   

  	
  Name:

  	
  Maria F. Meia

  
	
   

  	
  Title:

  	
  Managing Director

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Bank of America, NA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Thomas F. Farley

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Thomas F. Farley

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Sr. Credit Products Manager

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Shaun Kleinman

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Shaun Kleinman

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Vice President

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Citizens Bank of Massachusetts

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Cindy Chan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Cindy Chan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Vice President

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Merrill Lynch Capital, a division of Merrill

  Lynch business Financial services Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Julia F. Maslanka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Julia F. Maslanka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Vice President

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  BANKNORTH, N.A.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   E. Kirke Hart

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  E. Kirke Hart

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Regional Vice President

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Comerica Bank

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Claudia M. Cassa

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Claudia M. Cassa

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Vice President

  



 

















 


 


	
   

  	
   

  	
   

  	
  Clydesdale CLO 2001-1, Ltd.

  
	
   

  	
  NOMURA CORPORATE RESEARCH 

  	
   

  	
   

  
	
   

  	
  AND ASSET MANAGEMENT INC.

  	
   

  	
  By:

  	
   /s/ Elizabeth Mackean

  
	
   

  	
  AS

  	
   

  	
   

  	
  Name:
  Elizabeth Mackean

  
	
   

  	
  COLLATERAL MANAGER

  	
   

  	
   

  	
  Title:   Director

  



 

















 


 


	
   

  	
  By:

  	
  UFJ Trust Bank Limited

  	
  Nomura Bond and Loan Fund

  
	
   

  	
   

  	
  as Trustee

  	
   

  
	
   

  	
  By:

  	
  Nomura Corporate Research and

  	
  By:

  	
   /s/ Elizabeth Mackean

  
	
   

  	
   

  	
  Asset Management Inc.

  	
   

  	
  Name:
  Elizabeth Mackean

  
	
   

  	
   

  	
  Attorney in Fact

  	
   

  	
  Title: Director

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Flagship CLO 2001-1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Mark S. Pelletier

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Mark S. Pelletier

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:    Director

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Flagship CLO II

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Mark S. Pelletier

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Mark S. Pelletier

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Director

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  SEMINOLE FUNDING LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Diana M. Himes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  DIANA M. HIMES

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   ASSISTANT VICE PRESIDENT

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  HARBOUR TOWN FUNDING LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Diana M. Himes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  DIANA M. HIMES

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   ASSISTANT VICE PRESIDENT

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral

  	
   

  	
  By:

  	
  /s/ Diane J. Exter

  
	
   

  	
  Manager
  for Race Point II CLO,

  	
   

  	
   

  	
  Name:
  DIANE J. EXTER

  
	
   

  	
  Limited, as Term Lender

  	
   

  	
   

  	
  Title:   MANAGING DIRECTOR

              PORTFOLIO
  MANAGER

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral

  	
   

  	
  By:

  	
  /s/  Diane J. Exter

  
	
   

  	
  Manager
  for Castle Hill I - INGOTS,

  	
   

  	
   

  	
  Name:
  DIANE J. EXTER

  
	
   

  	
  Ltd., as Term Lender

  	
   

  	
   

  	
  Title:   MANAGING DIRECTOR

              PORTFOLIO
  MANAGER

  



 

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral

  	
   

  	
  By:

  	
  /s/  Diane J. Exter

  
	
   

  	
  Manager
  for Castle Hill II - INGOTS,

  	
   

  	
   

  	
  Name:
  DIANE J. EXTER

  
	
   

  	
  Ltd., as Term Lender

  	
   

  	
   

  	
  Title:   MANAGING DIRECTOR

              PORTFOLIO
  MANAGER

  



 

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral

  	
   

  	
  By:

  	
  /s/  Diane J. Exter

  
	
   

  	
  Manager
  for Great Point CLO 1999-1

  	
   

  	
   

  	
  Name:
  DIANE J. EXTER

  
	
   

  	
  LTD., as Term Lender

  	
   

  	
   

  	
  Title:   MANAGING DIRECTOR

              PORTFOLIO
  MANAGER

  



 

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral

  	
   

  	
  By:

  	
  /s/  Diane J. Exter

  
	
   

  	
  Manager
  for AVERY POINT CLO,

  	
   

  	
   

  	
  Name:
  DIANE J. EXTER

  
	
   

  	
  LTD., as Term Lender

  	
   

  	
   

  	
  Title:   MANAGING DIRECTOR

              PORTFOLIO
  MANAGER

  



 

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral

  	
   

  	
  By:

  	
  /s/  Diane J. Exter

  
	
   

  	
  Manager
  for Race Point CLO, Limited,

  	
   

  	
   

  	
  Name:
  DIANE J. EXTER

  
	
   

  	
  as Term Lender

  	
   

  	
   

  	
  Title:   MANAGING DIRECTOR

              PORTFOLIO
  MANAGER

  



 

















 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Sankaty Advisors, LLC as Collateral

  	
   

  	
  By:

  	
  /s/  Diane J. Exter

  
	
   

  	
  Manager
  for Castle Hill III CLO,

  	
   

  	
   

  	
  Name:
  DIANE J. EXTER

  
	
   

  	
  Limited, as Term Lender

  	
   

  	
   

  	
  Title:   MANAGING DIRECTOR

              PORTFOLIO
  MANAGER

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Columbus Loan Funding Ltd.

  By: Travelers Asset Management International Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Ronald Carter

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Ronald Carter

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Vice President

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Fidelity Advisor Series II: Fidelity Advisor

  
	
   

  	
   

  	
   

  	
   

  	
  Floating Rate High Income Fund

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Frank Knox

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Frank Knox

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   ASS'T TREASURER

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  ELT LTD.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Diana M. Himes

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  DIANA M. HIMES

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   AUTHIRIZED AGENT

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Citigroup Investments Corporate Loan fund Inc.

  By: Travelers Asset Management International Company LLC –

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Ronald Carter

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Ronald Carter

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Vice President

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Landmark CDO Limited

  By: Aladdin capital Management LLC

               as
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Joseph Moroney, CFA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Joseph Moroney, CFA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Authorized Signatory

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Landmark II CDO Limited

  By: Aladdin capital Management LLC

               as
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Joseph Moroney, CFA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Joseph Moroney, CFA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Authorized Signatory

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Landmark III CDO Limited

  By: Aladdin capital Management LLC

               as
  Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Joseph Moroney, CFA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Joseph Moroney, CFA

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Authorized Signatory

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  LCM I Limited Partnership

  By: Lyon Capital Management LLC,

               as
  Collateral Manager

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ F. Tavanger

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  LYON
  CAPITAL MANAGEMENT LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Farboud Tavanger

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Senior Portfolio Manager

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  CLAYON NEW YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Dianne M. Scott

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Dianne M. Scott

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title: Managing Director

  



 


	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   F. Frank Herrera

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  F. Frank Herrera

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Director

  



 


 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  Venture II CDO, Limited

  
	
   

  	
   

  	
   

  	
   

  	
  By: its Investment Advisor
  MIX Asset

  Management LLC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /s/ Martin Davey

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Martin Davey

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Managing Director

  



 

















 


 


	
   

  	
   

  	
   

  	
   

  	
  THE TRAVELERS INSURANCE COMPANY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   /S/ Denise T. Duffce

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:
  Denise T. Duffce

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Investment Officer

  



 

















 


	
   

  	
  BORROWERS:

  
	
   

  	
  CASELLA
  WASTE SYSTEMS, INC.

  
	
   

  	
  ALL
  CYCLE WASTE, INC.

  
	
   

  	
  ALTERNATE
  ENERGY, INC.

  
	
   

  	
  ATLANTIC
  COAST FIBERS, INC.

  
	
   

  	
  B.
  AND C. SANITATION CORPORATION

  
	
   

  	
  BLASDELL
  DEVELOPMENT GROUP, INC.

  
	
   

  	
  BRISTOL
  WASTE MANAGEMENT, INC.

  
	
   

  	
  CASELLA
  TRANSPORTATION, INC.

  
	
   

  	
  CASELLA
  WASTE MANAGEMENT OF MASSACHUSETTS, INC.

  
	
   

  	
  CASELLA
  WASTE MANAGEMENT OF N.Y., INC.

  
	
   

  	
  CASELLA
  WASTE MANAGEMENT OF PENNSYLVANIA, INC.

  
	
   

  	
  CASELLA
  WASTE MANAGEMENT, INC.

  
	
   

  	
  CV
  LANDFILL, INC.

  
	
   

  	
  DATA
  DESTRUCTION SERVICES, INC.

  
	
   

  	
  FAIRFIELD
  COUNTY RECYCLING, INC.

  
	
   

  	
  FCR
  CAMDEN, INC.

  
	
   

  	
  FCR
  FLORIDA, INC.

  
	
   

  	
  FCR
  GREENSBORO, INC.

  
	
   

  	
  FCR
  GREENVILLE, INC.

  
	
   

  	
  FCR
  MORRIS, INC.

  
	
   

  	
  FCR
  REDEMPTION, INC.

  
	
   

  	
  FCR
  TENNESSEE, INC.

  
	
   

  	
  FCR,
  INC.

  
	
   

  	
  FOREST
  ACQUISITIONS, INC.

  
	
   

  	
  GRASSLANDS
  INC.

  
	
   

  	
  HAKES
  C & D DISPOSAL, INC.

  
	
   

  	
  HARDWICK
  LANDFILL, INC.

  
	
   

  	
  HIRAM
  HOLLOW REGENERATION CORP.

  
	
   

  	
  K-C
  INTERNATIONAL, LTD.

  
	
   

  	
  KTI
  BIO FUELS, INC.

  
	
   

  	
  KTI
  ENVIRONMENTAL GROUP, INC.

  
	
   

  	
  KTI
  NEW JERSEY FIBERS, INC.

  
	
   

  	
  KTI
  OPERATIONS INC.

  
	
   

  	
  KTI
  RECYCLING OF NEW ENGLAND, INC.

  
	
   

  	
  KTI
  SPECIALTY WASTE SERVICES, INC.

  
	
   

  	
  KTI,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
   

  	
  Name:  Richard A. Norris

  
	
   

  	
  Title:
  Vice President and Treasurer

  



 


 


 


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  MECKLENBURG
  COUNTY RECYCLING, INC.

  
	
   

  	
  NATURAL
  ENVIRONMENTAL, INC.

  
	
   

  	
  NEW
  ENGLAND WASTE SERVICES OF MASSACHUSETTS, INC.

  
	
   

  	
  NEW
  ENGLAND WASTE SERVICES OF ME, INC.

  
	
   

  	
  NEW
  ENGLAND WASTE SERVICES OF N.Y., INC.

  
	
   

  	
  NEW
  ENGLAND WASTE SERVICES OF VERMONT, INC.

  
	
   

  	
  NEW
  ENGLAND WASTE SERVICES, INC.

  
	
   

  	
  NEWBURY
  WASTE MANAGEMENT, INC.

  
	
   

  	
  NORTH
  COUNTRY ENVIRONMENTAL SERVICES, INC.

  
	
   

  	
  NORTHERN
  PROPERTIES CORPORATION OF PLATTSBURGH

  
	
   

  	
  NORTHERN
  SANITATION, INC.

  
	
   

  	
  PERC,
  INC.

  
	
   

  	
  PINE
  TREE WASTE, INC.

  
	
   

  	
  R.A.
  BRONSON INC.

  
	
   

  	
  RESOURCE
  RECOVERY OF CAPE COD, INC.

  
	
   

  	
  RESOURCE
  RECOVERY SYSTEMS OF SARASOTA, INC.

  
	
   

  	
  RESOURCE
  RECOVERY SYSTEMS, INC.

  
	
   

  	
  RESOURCE
  TRANSFER SERVICES, INC.

  
	
   

  	
  RESOURCE
  WASTE SYSTEMS, INC.

  
	
   

  	
  SCHULTZ
  LANDFILL, INC.

  
	
   

  	
  SUNDERLAND
  WASTE MANAGEMENT, INC.

  
	
   

  	
  U.S.
  FIBER, INC.

  
	
   

  	
  WASTE-STREAM
  INC.

  
	
   

  	
  WESTFIELD
  DISPOSAL SERVICE, INC.

  
	
   

  	
  WINTERS
  BROTHERS, INC.

  
	
   

  	
  WOOD
  RECYCLING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
   

  	
  Name:  Richard A. Norris

  
	
   

  	
  Title: Vice President and Treasurer

  



 


 


 


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  CASELLA
  NH INVESTORS CO., LLC

  
	
   

  
	
  By:
  KTI, Inc., its sole member

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:  Vice President and
  Treasurer

  
	
   

  
	
   

  
	
   

  
	
  CASELLA NH POWER CO., LLC

  
	
   

  
	
  By:
  KTI, Inc., its sole member

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:  Vice President and
  Treasurer

  
	
   

  
	
   

  
	
   

  
	
  CASELLA
  RTG INVESTORS CO., LLC

  
	
   

  
	
  By:
  Casella Waste Systems, Inc., its sole member

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:  Chief Financial
  Officer and Treasurer

  
	
   

  
	
   

  
	
   

  
	
  CWM
  ALL WASTE LLC

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:
  Duly Authorized Agent

  
	
   

  
	
   

  
	
   

  
	
  GROUNDCO
  LLC

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:
  Duly Authorized Agent

  
	
   

  
	
   

  
	
   

  
	
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  CONTINUED ON FOLLOWING PAGE]

  
	
   

  


















 


	
   

  
	
   

  
	
  THE
  HYLAND FACILITY ASSOCIATES

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title: Duly Authorized Agent

  
	
   

  
	
   

  
	
   

  
	
  NEW
  ENGLAND LANDFILL SOLUTIONS, LLC

  
	
   

  
	
  By:
  Rochester Environmental Park, LLC

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:
  Duly Authorized Agent

  
	
   

  
	
   

  
	
   

  
	
  NEWSME
  LANDFILL OPERATIONS LLC

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:
  Duly Authorized Agent

  
	
   

  
	
   

  
	
   

  
	
  ROCKINGHAM
  SAND & GRAVEL, LLC

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:
  Duly Authorized Agent

  
	
   

  
	
   

  
	
   

  
	
  TEMPLETON
  LANDFILL LLC

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:
  Duly Authorized Agent

  
	
   

  
	
   

  
	
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  MAINE
  ENERGY RECOVERY COMPANY, LIMITED PARTNERSHIP

  
	
   

  
	
  By:
  KTI Environmental Group, Inc., general partner

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:  Vice President and
  Treasurer

  
	
   

  
	
   

  
	
   

  
	
  PERC MANAGEMENT COMPANY
  LIMITED PARTNERSHIP

  
	
   

  
	
  By:
  PERC, Inc., general partner

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:  Vice President and
  Treasurer

  
	
   

  
	
   

  
	
   

  
	
  ROCHESTER
  ENVIRONMENTAL PARK, LLC

  
	
   

  
	
  By:

  	
   /s/ Richard A. Norris

  	
   

  
	
  Name:  Richard A. Norris

  
	
  Title:  Duly Authorized Agent